The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit A (the “Charter”), until thereafter amended as provided therein or by applicable Law (subject to Section 6.12).
Appears in 3 contracts
Samples: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp), Merger Agreement (Cleveland-Cliffs Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit A 1 (the “Charter”), until thereafter amended as provided therein or by applicable Law (subject to Section 6.12)Law.
Appears in 2 contracts
Samples: Merger Agreement (Tesoro Corp /New/), Merger Agreement (Western Refining, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit A (the “Charter”), until thereafter amended as provided therein or by applicable Law (subject to Section 6.12)Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Merger Agreement (Marathon Petroleum Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to read as be in the form set forth in Exhibit A Annex B, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter amended duly amended, subject to Section 5.11, as provided therein or by applicable Law (subject to Section 6.12)Law.
Appears in 2 contracts
Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in on Exhibit A (attached hereto and, as so amended and restated, subject to Section 7.11, shall be the “Charter”), certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended or restated as provided therein or by applicable Law (subject to Section 6.12)Law.
Appears in 2 contracts
Samples: Merger Agreement (Avangrid, Inc.), Merger Agreement (Cellular Biomedicine Group, Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated at the Effective Time to read in its entirety to read as set forth in Exhibit A (the “Charter”)B attached hereto, until thereafter duly amended as provided therein or by applicable Law (subject to Section 6.12)Law.
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The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to (the Effective Time “Charter”) shall be amended and restated in its entirety entirety, subject to read Section 6.11, to be in the form attached hereto as set forth in Exhibit A (the “Charter”)A, until thereafter amended as provided therein or by applicable Law (subject to Section 6.126.11).
Appears in 1 contract
Samples: Merger Agreement (Rue21, Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated at the Effective Time to read in its entirety to read as set forth in Exhibit A (the “Charter”)certificate of incorporation of Merger Sub then reads and shall, as so amended, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation until thereafter duly amended as provided therein or by applicable Law (subject to Section 6.12)law.
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The Certificate of Incorporation. At the Effective Time, Time the certificate of incorporation of the Company as in effect immediately prior to the Effective Time (as amended, the “Charter”) shall be amended and restated in its entirety restated, by virtue of the Merger to read as set forth in Exhibit A (the “Charter”)hereto, until thereafter amended as provided therein or by applicable Law (subject to Law, and in accordance with Section 6.126.3(f).
Appears in 1 contract
Samples: Merger Agreement (Golfsmith International Holdings Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in its entirety to read as set forth in on Exhibit A hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended as provided therein or by applicable Law (subject to as defined in Section 6.125.1(j)).
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